Air China : NOTICE OF ANNUAL GENERAL MEETING

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(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00753) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Air China Limited (the "Company") for the year ended 31 December 2016 will be held at 10:30 a.m. on Thursday, 25 May 2017 at The Conference Room One, 29/F, Air China Building, 36 Xiaoyun Road, Chaoyang District, Beijing, PRC for the following purposes: ORDINARY RESOLUTIONS

1. To consider and approve the work report of the board of directors (the "Board") of the Company for the year 2016;

2. To consider and approve the work report of the supervisory committee of the Company for the year 2016;

3. To consider and approve the audited consolidated financial statements of the Company for the year 2016 prepared under the PRC Accounting Standards and the International Financial Reporting Standards;

4. To consider and approve the profit distribution proposal for the year 2016 as recommended by the Board (including approving the appropriation of 10% of the discretionary surplus reserve and the payment of cash dividends of RMB1,564 million, or RMB1.0771 (including tax) per ten shares based on the total number of 14,524,815,185 shares of the Company, for the year 2016) ;

   SPECIAL RESOLUTIONS

   To consider and approve the following resolutions as special resolutions (items 5 to 6) :

5. "THAT

6. the authorisation of the Board to authorize, allot and issue additional shares of the Company be and is hereby approved:

7. subject to paragraph (3) of this resolution, the exercise by the Board during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to authorize, allot and issue additional A Shares and/or H Shares of the Company (hereinafter referred to as "Shares") and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

8. this approval shall authorise the Board during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

9. the amount of additional A Shares and H Shares (as the case may be) authorized, allotted and issued or agreed conditionally or unconditionally to be authorized, allotted and issued either separately or concurrently by the Board pursuant to the approval in paragraph (1) of this resolution shall not exceed 20% of each of the Company's existing A Shares and H Shares (as the case may be) in issue at the date of passing this resolution; and

10. for the purpose of this resolution:

    "Relevant Period" means the period from the passing of this resolution until the earlier of:

11. the conclusion of the next annual general meeting of the Company;

12. the expiration of the 12 months period following the passing of this resolution; and

13. the revocation or variation of the authority given to the Board under this resolution by a special resolution of the Company's shareholders (the "Shareholders") in general meetings; and

14. the Board be and is hereby authorised to increase the registered capital of the Company to reflect the issue of Shares authorised under this resolution, and to make such appropriate and necessary amendments to the articles of association of the Company as they think fit to reflect such increases in the registered capital of the Company and to take any other action and complete any formality required to effect such increase of the registered capital of the Company;"

15. "THAT

16. the Board be and is hereby authorised, generally and unconditionally, to issue, in one or multiple tranche (s) , debt financing instruments within the permissible size under the applicable laws and regulations. Debt financing instruments include but are not limited to corporate bonds, ultra-short-term commercial papers, short-term commercial papers, mid- term notes, domestic non-public targeted debt financing instruments, overseas debt financing instruments and overseas bonds/notes denominated in RMB or foreign currencies;

17. the Board be and is hereby authorised, generally and unconditionally, to deal with the following in accordance with the specific needs of the Company and market conditions:

18. to determine the issuer, issue size, type, specific instruments, detailed terms, conditions and other matters relating to the issuance (including, but not limited to, the issue size, principle amount, currency, issue price, interest rate or mechanism for determining the interest rate, issue place, issue timing, term, whether or not to issue in multiple tranches and number of tranches, whether or not to set repurchase or redemption terms, credit rating, guarantee, repayment term, specific fund-raising arrangements, detailed placing arrangements, underwriting arrangements and all other matters relating to the issuance) within the scope approved at a general meeting;

19. to carry out all necessary and ancillary actions and procedures relating to the issuance (including, but not limited to, select and engage intermediary institutions, handle all approval, registration and filing procedures with the relevant regulatory authorities in connection with the issuance on behalf of the Company, execute all necessary documents, select bonds trustee manager for the issuance, formulate rules for the bondholders' meeting and handle any other matters relating to the issuance and trading) ;

20. to approve, confirm and ratify any action or procedure relating to the issuance as mentioned above already taken by the Company;

21. to make adjustments to the specific proposals for the issuance in accordance with the comments from the relevant regulatory authorities or the market conditions within the authority granted at a general meeting, in the case of any change in policies of regulatory bodies in relation to the issuance, or any change of market conditions, except where voting at a general meeting is required by any relevant laws and regulations and the Articles of Association;

22. to determine and handle all relevant matters relating to the listing of the Debt Financing Instruments upon the completion of the issuance;

23. in the case of issuance of corporate bonds, to determine not to distribute dividends to the Shareholders to safeguard repayment of debts as required under the relevant laws and regulations in the event that the Company expects to, or does fail to pay the principal and/or coupon interests of such bonds as they fall due;

24. to approve, execute and dispatch any announcements or circulars relating to the issuance and make any related disclosure in accordance with the listing rules of the relevant jurisdictions where the shares of the Company are listed;

25. to authorise the Board to delegate the authorisations set forth in items (1) to (6) above to the president and/or the general accountant of the Company; and

26. to authorise the Board to delegate the authorisation set forth in item (7) above to the secretary of the Board."

By order of the Board Air China Limited Cai Jianjiang Chairman

Beijing, PRC, 7 April 2017

As at the date of this notice, the directors of the Company are Mr. Cai Jianjiang, Mr. Song Zhiyong, Mr. Cao Jianxiong, Mr. Feng Gang, Mr. John Robert Slosar, Mr. Ian Sai Cheung Shiu, Mr. Pan Xiaojiang*, Mr. Simon To Chi Keung*, Mr. Stanley Hui Hon-chung* and Mr. Li Dajin*.

* Independent non-executive director of the Company